Leading Independent Proxy Advisor ISS Recommends Sherritt Shareholders Vote FOR All Resolutions and Director Nominees
(All amounts in Canadian dollars unless otherwise noted)
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Leading Independent Proxy Advisor ISS Recommends Sherritt
Shareholders Vote FOR All Resolutions and Director Nominees
• Warning: Self-interested shareholder SC2 Inc., an affiliate of Seablinc Canada Inc., a supplier
to the Moa JV, seeks control of Sherritt for its own gain, without a credible plan or a premium,
risking the Corporation’s financial stability and strategic goals
• Sherritt’s Board urges shareholders to vote FOR all resolutions and nominees well in advance
of the proxy voting deadline on Friday, June 6, 2025, at 10:00 a.m. (Eastern Time)
• For assistance voting, contact Kingsdale Advisors at 1 -866-229-8263 (toll-free in North
America) or (437) 561 -5030 (text and collect calls outside of North America) or at
• For more detailed information, including a letter to shareholders from Sherritt’s Board
Chairman, please visit https://www.sherrittagm.com/
TORONTO, May 30, 2025 – Sherritt International Corporation (“Sherritt” or the “Corporation”)
(TSX:S), a world leader in using hydrometallurgical processes to mine and refine nickel and cobalt
– metals deemed critical for the energy transition – today reported that Institutional Shareholder
Services Inc. (“ISS”) has recommended that shareholders vote FOR all resolutions and director
nominees ahead of the upcoming Annual and Special Meeting of Shareholders.
ISS is a leading independent proxy advisor, who carefully reviews the information regarding
upcoming shareholder meetings and then makes a voting recommendation. ISS is the second
leading independent proxy advisor to recommend that shareholders vote FOR all resolutions.
Glass, Lewis & Co. LLC previously recommended shareholders vote FOR all resolutions ,
recognizing the significant progress Sherritt has made under its current Board and management
team.
SC2 Inc. (“SC2”) has publicly stated its intent to withhold support for all incumbent director
nominees. However, SC2 is far from a typical shareholder. It was created to obscure the fact that
Seablinc Canada Inc. (“Seablinc”), a significant supplier to Sherritt’s Moa Joint Venture, is behind
its campaign to remove and replace the Corporation’s incumbent directors. SC2’s actions appear
to be the first step in Seablinc’s broader agenda to secure a more lucrative supplier arrangement
with the Moa Joint Venture, prioritizing its own commercial interests over the long -term success
of the Corporation.
Adding to the concern, SC2 has entered into an agreement with a third party that has the effect
of limiting its upside on nearly 75% of its Sherritt shares. Under this agreement, SC2 granted an
irrevocable option for a third party to acquire up to 30,000,000 of its Sherritt shares at a fixed price
of $0.17 per share between August 1, 2025, and May 1, 2026. This arrangement demonstrates
that SC2 has effectively borrowed shares to gain influence without a long -term commitment to
Sherritt.
Such short -term, opportunistic behavior is misaligned with the interests of Sherritt’s broader
shareholder base and is a risk to the Corporation’s financial stability and strategic goals. In a
detailed letter, Sherritt exposes SC2’s motives and underscores the critical importance of voting
FOR all resolutions to protect the Corporation’s future and sustain its strategic momentum.
Shareholders can access the full letter at www.sherrittagm.com/.
Protect Your Investment: Vote FOR All Resolutions and Director Nominees
Time is short. Sherritt’s Board urges shareholders to vote FOR all resolutions and nominees in
advance of the proxy voting deadline on Friday, June 6, 2025, at 10:00 a.m. (Eastern Time).
Shareholders requiring assistance with voting are encouraged to contact Sherritt’s strategic
shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at:
• Phone: 1-866-229-8263 (toll-free in North America) or (437) 561 -5030 (text and collect
calls outside of North America)
• Email: [email protected]
For more detailed information, including the full shareholder letter, please visit
https://www.sherrittagm.com/.
About Sherritt
Sherritt is a world leader in using hydrometallurgical processes to mine and refine nickel and
cobalt – metals deemed critical for the energy transition. Sherritt’s Moa Joint Venture has an
estimated mine life of approximately 25 years and is advancing an expansion program focused
on increasing annual MSP production by 20% of contained nickel and cobalt. The Corporation’s
Power division, through its ownership in Energas, is the largest independent energy producer in
Cuba with installed electrical generating capacity of 506 MW, representing approximately 10% of
the national electrical generating capacity in Cuba. The Energas facilities are comprised of two
combined cycle plants that produce low -cost electricity from one of the lowest carbon emitting
sources of power in Cuba. Sherritt’s common shares are listed on the Toronto Stock Exchange
under the symbol “S”.
For more information, please contact:
FGS Longview (Media Contact)
Email: [email protected]
Sherritt Investor Relations
Tom Halton, Director of Investor Relations and Corporate Affairs
Telephone: (416) 935-2451
Toll-free: 1 (800) 704-6698
Email: [email protected]
www.sherritt.com
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements. Forward-looking statements can
generally be identified by the use of statements that include such words as “believe”, “expect”,
“anticipate”, “intend”, “plan”, “forecast”, “likely”, “may”, “will”, “could”, “should”, “suspect”, “outlook”,
“potential”, “projected”, “continue” or other similar words or phrases. Specifically, forward-looking
statements in this document include, but are not limited to, statements regarding strategies, plans
and estimated production amounts resulting from expansion of mining operations at the Moa JV
and dividend growth from the Power division.
Forward-looking statements are not based on historical facts, but rather on current expectations,
assumptions and projections about future events, including commodity and product prices and
demand; the level of liquidity and access to funding; share price volatility; nickel, cobalt and
fertilizer production results and realized prices; current and future demand products produced by
Sherritt; global demand for electric vehicles and the anticipated corresponding demand for cobalt
and nickel; revenues and net operating results; environmental risks and liabilities; compliance
with applicable environmental laws and regulations; advancements in environmental and
greenhouse gas (“GHG”) reduction technology; GHG emissions reduction goals and the
anticipated timing of achieving such goals, if at all; statistics and metrics relating to Environmental,
Social and Governance (“ESG”) matters which are based on assumptions or developing
standards; environmental rehabilitation provisions; risks related to the U.S. government policy
toward Cuba; current and future economic conditions in Cuba; the level of liquidity and access to
funding; Sherritt share price volatility; and certain corporate objectives, goals and plans for 2025.
By their nature, forward-looking statements require the Corporation to make assumptions and are
subject to inherent risks and uncertainties. There is significant risk that predictions, forecasts,
conclusions or projections will not prove to be accurate, that the assumptions may not be correct
and that a ctual results may differ materially from such predictions, forecasts, conclusions or
projections.
The Corporation cautions readers of this press release not to place undue reliance on any
forward-looking statement as a number of factors could cause actual future results, conditions,
actions or events to differ materially from the targets, expectations, estimates or intentions
expressed in the forward-looking statements. These risks, uncertainties and other factors include,
but are not limited to, commodity risks related to the production and sale of nickel cobalt and
fertilizers; security market fluctua tions and price volatility; level of liquidity of Sherritt, including
access to capital and financing; the ability of the Moa JV to pay dividends; the risk to Sherritt’s
entitlements to future distributions (including pursuant to the Cobalt Swap) from the Moa JV; risks
related to Sherritt’s operations in Cuba; risks related to the U.S. government policy toward Cuba,
including the U.S. embargo on Cuba and the Helms -Burton legislation; political, economic and
other risks of foreign operations, including the i mpact of geopolitical events on global prices for
nickel, cobalt, fertilizers, or certain other commodities; uncertainty in the ability of the Corporation
to enforce legal rights in foreign jurisdictions; uncertainty regarding the interpretation and/or
application of the applicable laws in foreign jurisdictions; risk of future non -compliance with debt
restrictions and covenants; risks related to environmental liabilities including liability for
reclamation costs, tailings facility failures and toxic gas rel eases; compliance with applicable
environment, health and safety legislation and other associated matters; risks associated with
governmental regulations regarding climate change and greenhouse gas emissions; risks relating
to community relations; maintai ning social license to grow and operate; uncertainty about the
pace of technological advancements required in relation to achieving ESG targets; risks to
information technologies systems and cybersecurity; risks associated with the operation of large
projects generally; risks related to the accuracy of capital and operating cost estimates; the
possibility of equipment and other failure; potential interruptions in transportation; identification
and management of growth opportunities; the ability to repl ace depleted mineral reserves; risks
associated with the Corporation’s joint venture partners; variability in production at Sherritt’s
operations in Cuba; risks associated with mining, processing and refining activities; risks
associated with the operation of large projects generally; risks related to the accuracy of capital
and operating cost estimates; the possibility of equipment and other failures; uncertainty of gas
supply for electrical generation; reliance on key personnel and skilled workers; growth opportunity
risks; uncertainty of resources and reserve estimates; the potential for shortages of equipment
and supplies, including diesel; supplies quality issues; risks related to the Corporation’s corporate
structure; foreign exchange and pricing risks; credit risks; competition in product markets; future
market access; interest rate changes; risks in obtaining insurance; uncertainties in labour
relations; legal contingencies; risks related to the Corporation’s accounting policies; uncertainty
in the ability of the Corporation to obtain government permits; failure to comply with, or changes
to, applicable government regulations; bribery and corruption risks, including failure to comply
with the Corruption of Foreign Public Officials Act or applicable local anti-corruption law; the ability
to accomplish corporate objectives, goals and plans for 2025; and the ability to meet other factors
listed from time to time in the Corporation’s continuous disclosure documents.
The Corporation, together with its Moa JV, is pursuing a range of growth and expansion
opportunities, including without limitation, process technology solutions, development projects,
commercial implementation opportunities, life of mine extension opportunities and the conversion
of mineral resources to reserves. In addition to the risks noted above, factors that could, alone or
in combination, prevent the Corporation from successfully achieving these opportunities may
include, without limitation: identifying suitable commercialization and other partners; successfully
advancing discussions and successfully concluding applicable agreements with external parties
and/or partners; successfully attracting required financing; successfully developing and proving
technology required for the potential opportunity; successfully overcoming technical and
technological challenges; successful environmental assessment and stakeholder engagement;
successfully obtaining intellectual property protection; successfully completin g test work and
engineering studies, prefeasibility and feasibility studies, piloting, scaling from small scale to large
scale production, procurement, construction, commissioning, ramp -up to commercial scale
production and completion; and securing regulatory and government approvals. There can be no
assurance that any opportunity will be successful, commercially viable, completed on time or on
budget, or will generate any meaningful revenues, savings or earnings, as the case may be, for
the Corporation. In addition, the Corporation will incur costs in pursuing any particular opportunity,
which may be significant.
Readers are cautioned that the foregoing list of factors is not exhaustive and should be considered
in conjunction with the risk factors described in the Corporation’s other documents filed with the
Canadian securities authorities, including without limita tion the “Managing Risk” section of the
Management’s Discussion and Analysis for the three months ended March 31, 2025 and the
Annual Information Form of the Corporation dated March 24, 2025 for the period ending
December 31, 2024, which is available on SEDAR+ at www.sedarplus.ca.
The Corporation may, from time to time, make oral forward-looking statements. The Corporation
advises that the above paragraph and the risk factors described in this press release and in the
Corporation’s other documents filed with the Canadian securities authorities should be read for a
description of certain factors t hat could cause the actual results of the Corporation to differ
materially from those in the oral forward-looking statements. The forward-looking information and
statements contained in this press release are made as of the date hereof and the Corporation
undertakes no obligation to update publicly or revise any oral or written forward -looking
information or statements, whether as a result of new information, futur e events or otherwise,
except as required by applicable securities laws. The forward-looking information and statements
contained herein are expressly qualified in their entirety by this cautionary statement.